REG - Highbridge Tactical - Company Update

Highbridge Tactical Credit FundAnnouncement

18/10/2023 13:45

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RNS Number : 5640Q  Highbridge Tactical Credit Fund Ltd  18 October 2023

18 October 2023

 

 

HIGHBRIDGE TACTICAL CREDIT FUND LIMITED

("HTCF" or the "Company")

 

 

 

Company Update

Compulsory redemption

The Company's board (the Board) has resolved that pursuant to Article 138(2)
of the Company's articles of incorporation, and subject to the provisions of
The Companies (Guernsey ) Law, 2008 (the Company Law) , the Company will
compulsorily redeem the majority of the Ordinary Shares in the Company on the
1 November 2023, leaving two shareholders, holding 1 share each, being the
Chairman, Vic Holmes, and director, Steve Le Page, as the Company is required
to have at least one member under the Company Law and in order that they may
facilitate the placing of the Company into a voluntary liquidation immediately
following the redemption.

 

The Board has made the decision to compulsorily redeem these Ordinary Shares
to ensure that the current shareholders are treated no less favourably than
redemption creditors (being former shareholders) by a liquidator.  Under the
Company Law, a liquidator is obliged to discharge the claims of creditors
ahead of any monies due to shareholders.

 

 Compulsory Redemption Date                             1 November 2023
 Compulsory Redemption Record Date                      31 October 2023
 Aggregate amount to be distributed to shareholders     Initially nil with the potential for future distributions net ongoing expenses
 Relevant Percentage of Ordinary Shares to be Redeemed  100% of shares less one share held by each director
 Compulsory Redemption Price                            Based on the NAV realised by the Liquidator from the underlying assets
 New ISIN                                               n/a due to delisting of remaining shares on or around 1 November 2023

 

Shareholders should note that any amount they may ultimately receive in
respect of this redemption will vary with the value of the underlying assets
and the costs of the liquidation - as is the case for existing creditors of
the Company arising from previous redemption events (see the most recent
financial report of the Company for details).   The Board cannot estimate
the value of any of the elements in the underlying AllBlue portfolio due to
the complexity of the structure.  The apportionment policy for the proceeds
of any fines successfully imposed by the FCA is also not known as these fines
relate to several years of activity by BlueCrest.

 

The Company's shares will also be suspended from trading on the London Stock
Exchange on 1 November 2023.  Further, it is intended that immediately
following the compulsory redemption, the Company's two shareholders will hold
a short notice shareholder meeting to resolve to delist the Company's shares
from the London Stock Exchange and appoint a liquidator.  The Company also,
as a cost saving measure, does not intend to publish its financial statements
for the year ended 30 June 2023.

 

AllBlue

The Company's only remaining asset except for cash is the residual holding in
AllBlue Limited.

 

Your Board understands the assets of AllBlue currently consist of:

 

1.    An interest in the principal value of junior secured notes issued by
Fernando JSN plc, with a sale unlikely to take place in the near future.

2.    Settlement agreements which were reached in June 2023 in respect of
legal claims (the "Claims") that were filed in New York and London in 2018 and
2019 respectively. Once the settlement amounts are received there will be no
further recoveries associated with the Claims.

3.    Residual investment portfolio positions which the Liquidators of
AllBlue will continue to attempt realise for maximum value, but the potential
for future significant recoveries is thought to be unlikely.

 

In addition, the FCA (in the form of a FCA Decision Notice) sought to impose a
financial penalty of £40,806,700 on BlueCrest Capital Management (UK) LLP
(BCMUK) as well as a redress program for non-US investors. According to a FCA
Press Release, the FCA considers that between October 2011 and December 2015,
BCMUK failed to manage fairly a conflict of interest relating to the
allocation of time spent by portfolio managers on an internal fund. BCMUK
elected to challenge the FCA Decision Notice and the redress requirement
before the Upper Tribunal in the UK. The Upper Tribunal issued a decision on
21st June 2023 that the FCA's approach did not satisfy the necessary legal
preconditions for imposing a redress scheme. Whilst the FCA Decision Notice
did not disclose the amount of redress being considered for non-US investors
an amount of USD 700 million is referenced in the Upper Tribunal decision.
Both the FCA and BCMUK were granted permission to appeal the Upper Tribunal
decision to an appellate court. Accordingly, the timeline and final outcome of
the Upper Tribunal process remains uncertain.

 

A liquidator is obliged to discharge the claims of creditors ahead of any
monies due to shareholders, and any future distributions from the Liquidators
of AllBlue will be distributed accordingly.

 

 

 

For further information please contact:

 

 Sanne Fund Services (Guernsey) Limited

 Company Secretary

 Tel: +44 (0) 20 3530 3111

 

LEI: 213800397SYHLYFH5961

 

 

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